Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILLIAMS COMPANIES INC
  2. Issuer Name and Ticker or Trading Symbol
Williams Partners L.P. [WPZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE WILLIAMS CENTER
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2011
(Street)

TULSA, OK 74172
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common units representing limited partner interests 05/09/2011   J   632,584 A (1) 215,246,111 I See Footnotes (1) (2) (3) (4) (5)
Common units representing limited partner interests               1,849,138 D (6)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIAMS COMPANIES INC
ONE WILLIAMS CENTER
TULSA, OK 74172
    X    
WILLIAMS GAS PIPELINE CO LLC
ONE WILLIAMS CENTER
TULSA, OK 74172
    X    
Williams Energy Services, LLC
ONE WILLIAMS CENTER
TULSA, OK 74172
    X    

Signatures

 La Fleur C. Browne, Secretary, The Williams Companies, Inc.   05/10/2011
**Signature of Reporting Person Date

 La Fleur C. Browne, Secretary, Williams Gas Pipeline Company, LLC   05/11/2011
**Signature of Reporting Person Date

 La Fleur C. Browne, Secretary, Williams Energy Services, LLC   05/11/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 9, 2011, WGP Gulfstream Pipeline Company, L.L.C. ("WGPG") contributed a 24.5% membership interest in Gulfstream Natural Gas System, L.L.C. ("Gulfstream") to Williams Partners L.P. (the "Partnership") and in exchange, among other things, WGPG received 632,584 common units from the Partnership and now directly owns 4,875,284 common units. Prior to the contribution on May 9, 2011 WGPG held 4,242,700 common units.
(2) The Williams Companies, Inc. ("Williams") directly or indirectly owns 100% of WGPG, Williams Partners GP LLC (the "General Partner"), Williams Partners Holdings LLC ("Holdings"), Williams Energy Services, LLC ("WES"), Williams Energy L.L.C. ("WE"), Williams Discovery Pipeline LLC ("Discovery Pipeline"), and Williams Gas Pipeline Company, LLC ("WGP"). The General Partner is the sole general partner of the Partnership, holding a 2% general partner interest in the Partnership, the incentive distribution rights in the Partnership, and common units. WGP is the sole member of WGPG. WES directly or indirectly owns 100% of WE, Discovery Pipeline, and the General Partner and 15% of Holdings.
(3) Prior to the contribution of the membership interest and issuance of units to WGPG described in footnote 1 above, the General Partner directly held 3,363,527 common units, Holdings directly held 2,826,378 common units, WES directly held 84,113,523 common units, WE directly held 2,952,233 common units, Discovery Pipeline directly held 1,425,466 common untis, and WGP directly held 115,689,700 common units. The number of units held by each of the entities described in the preceeding sentence was not affected by the contribution of the membership interest and issuance of common units to WGPG described in footnote 1 above.
(4) Williams indirectly beneficially owns (a) the common units that each of WGPG, Holdings, WES, WE, Discovery Pipeline, and WGP directly beneficially own and (b) the incentive distribution rights in the Partnership, the 2% general partner interest in the Partnership, and the common units held by the General Partner. WGP indirectly beneficially owns the common units directly beneficially owned by WGPG. WES indirectly beneficially owns (1) the common units directly beneficially owned by WE and Discovery Pipeline; (2) the incentive distribution rights in the Parthership, the 2% general partner interest in the Partnership, and the common units held by the General Partner; and (3) 15% of Holdings.
(5) The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
(6) On March 30, 2011, Williams Production RMT Company LLC contributed the 1,849,138 common units it owned to Williams which changed Williams' holdings of these units from indirect to direct.

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